Staff in residential facilities and family caregivers at home are challenged by disruptive behaviors, disengagement from the environment, and other problems often displayed by people with dementia. Memory interventions show promise as a behavioral technique to help staff and family caregivers improve the quality of life for people with dementia. Market potential exists for development of an engaging game activity for elderly with dementia that provides appropriate levels of cognitive and physical involvement, accesses long-term memories, focuses attention and concentration, provides a high probability of success for people at different levels of dementia and in different cohorts, and is water-proof and washable. Pilot tests of a new game activity indicate that play increases active engagement with the social environment. Phase I research will improve the game, develop prototypes and specify optimum product function, features and benefits for product use in nursing homes, assisted living, and adult day care settings. Phase Il research will evaluate a refined prototype in a national test, adapt the game for in- home use, finalize product design, and explore manufacturing requirements for Phase III commercialization. PROPOSED COMMERCIAL APPLICATIONS: Long-term care, assisted living and adult day care facilities have expressed interest in purchasing Memory MagicTM to increase the quality of life and care for residents. An estimated 1.8 million persons with dementia reside in 25,000 nursing homes alone. Another 2.8 million live at home. Facilities such as Menorah Park Center for the Aging, Montefiore Home, Judson Park, and Rockynol Presbyterian Homes have expressed strong interest in Memory MagicTM.